International Air Freight Terms and Conditions

KYNTRX Logistics USA, LLC 

Terms and Conditions for International Air Transportation Agent Services 

NOTICE CONCERNING KYNTRX’S LIMITATION OF LIABILITY: 

If the transportation brokerage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention or the Montreal Convention may be applicable to the liability of KYNTRX Logistics USA, LLC, an Illinois limited  liability company, and of its subsidiaries, affiliates and related companies, agents, and carriers (collectively “KYNTRX”) in respect  of loss of, damage or delay to cargo. Depending on the applicable regime, and unless a higher value is declared, liability of KYNTRX may be limited to 26 Special Drawing Rights per kilogram or 250 French gold francs per kilogram, converted into national currency under applicable law. KYNTRX’slimitation of liability in accordance with those conventions shall be as set forth herein in paragraph 4, unless a higher value is declared in advance by the shipper and a supplementary charge paid if required. 

CONDITIONS OF CONTRACT: 

1. In this contract and the notices appearing hereon: 

1.1. “Carrier” includes the air carrier issuing the air waybill and all carriers that carry or undertake to carry the cargo or perform  any other services related to or incidental to such carriage. 

1.2. “Special Drawing Right (SDR)” is a Special Drawing Right as defined by the International Monetary Fund and may fluctuate  in value. 

1.3. “Warsaw Convention” means whichever of the following instruments is applicable to the contract of carriage: (a) the  Convention for the Unification of Certain Rules Relating to International Carriage by Air,signed at Warsaw, 12 October 1929; (b) that Convention as amended at The Hague on 28 September 1955; or (c) that Convention as amended at The Hague 1955  and by Montreal Protocol No. 1, 2, or 4 (1975) whichever may be applicable. 

1.4. “Montreal Convention” means the Convention for the Unification of Certain Rules for International Carriage by Air, done at  Montreal on 28 May 1999 . 

2. 2.1 The services may subject to the rules relating to liability established by the Warsaw Convention or the Montreal  Convention unless such services are not “international carriage” as defined by the applicable Conventions. Notwithstanding the  foregoing, the parties understand that KYNTRX is not providing carriage and is solely acting as an agent and  intermediary for Customer, for the arrangement of the transportation contemplated herein. 

2.2 To the extent not in conflict with the foregoing, arrangement of transportation and other related services performed by  KYNTRX and by each Carrier are subject to: (a) Applicable laws (including national laws implementing the applicable Convention) and government regulations; and (b) the Provisions contained in Terms And Conditions. 

3. The agreed stopping places (which may be altered by KYNTRX or any Carrier in case of necessity) are those places, except the place of departure and place of destination, set forth in writing by KYNTRX. Carriage to be performed hereunder by several successive  Carriers is regarded as a single operation. 

4. For services in which neither the Warsaw Convention nor the Montreal Convention applies, KYNTRX’s liability limitation shall not be less than the per kilogram monetary limit set out in KYNTRX’s general terms and conditions for cargo lost, damaged or delayed,  provided that any such limitation of liability in an amount less than 26 SDR per kilogram will not apply for carriage to or from the United  States. 

5. 5.1 Except when KYNTRX has extended credit to the consignee without the written consent of the shipper, the shipper guarantees  payment of all charges for the carriage due under the applicable tariffs, conditions of carriage and related regulations, applicable  laws (including national laws implementing the Warsaw Convention and the Montreal Convention), government regulations, orders and requirements. 

5.2 When no part of the consignment is delivered, a claim with respect to such consignment will be considered even though  transportation charges thereon are unpaid.

6. 6.1 For cargo accepted for carriage, the Warsaw Convention and the Montreal Convention permit shipper to increase the  limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required. 

6.2 For services to which neither the Warsaw Convention nor the Montreal Convention applies, KYNTRX shall, in accordance  with the procedures set forth in its general terms and conditions, permit shipper to increase the limitation of liability by declaring a  higher value for carriage and paying a supplemental charge if so required. 

7. 7.1 In cases of loss of, damage or delay to part of the cargo, the weight to be taken into account in determining KYNTRX’s limit of liability shall be only the weight of the package or packages concerned. 

7.2 Notwithstanding any other provisions, for “foreign air transportation” as defined by the U.S. Transportation Code: 

7.2.1 In the case of loss of, damage or delay to a shipment, the weight to be used in determining KYNTRX’s limit of liability shall be the weight which is used to determine the charge for carriage of such shipment; and 

7.2.2 In the case of loss of, damage or delay to a part of a shipment, the shipment weight in 7.2.1 shall be prorated to the  packages covered by the same air waybill whose value is affected by the loss, damage or delay. The weight  applicable in the case of loss or damage to one or more articlesin a package shall be the weight of the entire package. 

8. Any exclusion or limitation of liability applicable to KYNTRX shall apply to and be for the benefit of KYNTRX’s agents, servants,  carriers, employees, and representatives and to any person whose aircraft, equipment, or other form of conveyance is used by KYNTRX for carriage and such person’s agents, employees and representatives. For purposes of this provision KYNTRX acts herein as agent for all such persons. Every KYNTRX party shall be entitled to the same rights, exemptions and/or limitations of liability, defenses and immunities to which KYNTRX is entitled. It is expressly intended that all KYNTRX parties and subcontractors (and subcontractor’s  subcontractors) shall have the benefit of these Terms and Conditions. 

9. KYNTRX undertakes to complete the arrangement of transportation with reasonable dispatch. Where permitted by applicable laws,  tariffs and government regulations, KYNTRXmay use or arrange for alternative carriers, aircraft ormodes oftransport without notice. KYNTRX is authorized by the shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the  routing shown on the face hereof. 

9.1. Cancellation. Cancellation charges are based on the notice period before the delivery cut-off time, considering the first segment  departure time of the flight. One hundred percent (100%) of the total charges are payable for shipments cancelled less than  seventy-two (72) hours before the delivery cut-off time at the airline, for no-shows, or if cargo is delivered not Ready for  Carriage. Ready for Carriage shall mean a shipment tendered to the Carrier pursuant to the conditions set forth in IATA.  Cancellation fees are based on the total freight charges quoted at the time of booking.  

10. Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been  delivered in good condition and in accordance with the contract of carriage. 

10.1 In the case of loss of, damage or delay to cargo a written complaint must be made to KYNTRX by the person entitled to delivery or by shipper. Such complaint must be made: 

10.1.1 In the case of damage to the cargo, immediately after discovery of the damage and at the latest within 14 days  from the date of receipt of the cargo; 

10.1.2 In the case of delay, within 21 days from the date on which the cargo was placed at the disposal of the person  entitled to delivery. 

10.1.3 In the case of non-delivery of the cargo, within 120 days from the date of issue of the air waybill, or if an air  waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by KYNTRX. 

10.2 For the purpose of 10.1, a complaint in writing must be made to KYNTRX regardless of the carrier whose air waybill was  used, and regardless of those carriers that were the first carrier, the last carrier or the carrier who performed the transportation during which the loss, damage or delivery took place. 

10.2.1 Address for Notice and Claims: All communications regarding a claim, including for loss, damage and any disputed  debts and instruments tendered as full satisfaction of a debt are to be sent in writing to KYNTRX Logistics USA,  LLC, 191 N Wacker Dr, Suite 2300 Chicago, IL 60606 ATTN: Claims Department. 

10.2.2 Shipper shall not offset claims against amounts owed to KYNTRX.

10.3 Unless a written complaint is made within the time limits specified in 10.1 and the notice requirements specified in 10.2, no action may be brought against KYNTRX. 

10.4 Any rights to damages against KYNTRX shall be extinguished unless an action is brought within two years from the date of  arrival at the destination, or from the date on which the aircraft ought to have arrived, or from the date on which the carriage  stopped. 

10.5 No Consequential Damages. In no event shall KYNTRX be liable for any special, incidental, consequential, punitive, exemplary, or non-compensatory damages or for restitution or disgorgement. Such excluded damages include but are not limited to, loss of profits or loss of market, loss of income, damages arising from loss, attorney’s fees, wrong delivery, delayed  delivery or failure to attempt delivery, whether or not KYNTRX had knowledge that such damages or losses might occur. 

11. Compliance with Laws. KYNTRX conductsits business ethically and in compliance with all laws in the countries where KYNTRX does business. Shipments are subject to all applicable international, federal, state and local laws and regulations, including all anti-corruption laws such as the U.S. Foreign Corrupt Practices Act of 1977, as amended and the UK Bribery Act, as amended (collectively, the “Laws”). Customer shall not send any Shipment in any manner that violates any Law or is in violation of KYNTRX’s Anti-Corruption and Foreign Corrupt Practices Act Policy which can be found at: www.KYNTRXlogistics.com Exporting Shipments to companies, organizations, or  persons listed on the Specially Designated Nationals List, the U.S Debarred List, the U.S. Entity List, and other governmental lists are prohibited, including those on other lists of denied parties. Customer agrees not to use KYNTRX’s services to transport cargo in any manner that violates any sanctions or embargoes of countries or persons, including U.S. sanctions and embargoes against Crimea, Cuba, Iran, North  Korea, and Syria. 

12. Waiver. No agent, employee or representative of KYNTRX has authority to alter, modify or waive any provisions of this contract. No waiver by KYNTRX of any of this contract, or failure by KYNTRX to perform any of this contract, shall be deemed to be a waiver by KYNTRX of any other term or condition of this contract. 

13. Pick-up and Delivery Times. Due to the inherent nature of the transportation business, KYNTRX (nor its subcontractors) do not  guarantee pick up, transportation, or delivery by a stipulated time. 

14. Insurance. Insurance is available to shipper upon request only, provided KYNTRX agrees to secure such insurance in advance of  providing the services described herein. The amount and type of available coverage is based on KYNTRX’s open cargo insurance policy in  effect on the date of the shipment. In order to obtain coverage under that policy, the shipper must properly complete the insurance section on  the face of the air waybill, provide a true and correct copy to KYNTRX prior to the performance of services, and pay the additional charges.  Failure to insert a full value insurance amount shall reduce any insurance payment proportionately. NOTWITHSTANDING ANYTHING IN  THIS CONTRACT TO THE CONTRARY, INSURANCE PROCEEDS SHALL BE LIMITED TO THE LESSER OF (A) THE INSURED  VALUE OF THE CARGO AND (B) THE SUM OF THE ACTUAL COST TO THE SHIPPER OF THE DAMAGED OR LOST CARGO  SHIPPED AND FREIGHT CHARGES. 

Insurance coverage and/or special insuring conditions are subject to the insurance section and related coverage and will be limited thereby. 

15. Duties, Taxes & Charges. KYNTRX is authorized (but shall be under no obligation) to advance any duties, taxes or charges and  to make any disbursements with respect to the cargo, and the shipper, owner and consignee shall be jointly and severally liable for the  reimbursement thereof. KYNTRX shall be under no obligation to incur any expense or to make any advance in connection with the forwarding  or re-forwarding of the cargo except against repayment by the shipper, consignee, or owner. 

16. Shipment Documentation & Shipper Indemnity. In preparing and submitting export declarations, applications, security filings,  documentation and/or other required data, the KYNTRX relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by shipper. Shipper shall use reasonable care to ensure the correctness of all such information and shall  indemnify and hold KYNTRX harmless from any and all claims asserted and/or liability or losses suffered by reason of the shipper’s failure  to disclose information or any incorrect, incomplete or false statement by the shipper or its agent, representative or contractor upon which 

KYNTRX reasonably relied. The shipper hereby acknowledges it has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the shipment. 

17. Inspection & Security. All shipments are subject to inspection by KYNTRX, by KYNTRX’s Carriers, and by any duly authorized government entities, including but not limited to the U.S. Transportation Security Administration, U.S. Customs and  Border Protection, and like entities. Notwithstanding the foregoing right to inspect shipments, KYNTRX is not obligated to perform such inspection except as mandated by law. Further, KYNTRX reserves the right to unilaterally reject any cargo that it  deems unfit for transport after inspection.

18. Frustration of Purpose. If, for any reason, it is impossible for KYNTRX or KYNTRX’s subcontractors to complete the services  herein, or if the consignee fails to accept delivery of the goods, KYNTRX may store the goods at the storage rates provided in its tariffs, or, at its option, may store the goods in a public warehouse, in which event the storage rates charged by such warehouse shall apply. All such chargesshall be the joint responsibility of and paid by the shipper, consignee and/or owner. 

19. Hazardous Materials & Dangerous Goods. The shipper warrants that the goods are fit for carriage, both for overseas and local  transit, and that the goods are properly packaged, labeled, and classified. All hazardous materials and/or dangerous goods shipments shall  be limited to the permissible materials and quantities for air transportation as set forth in the U.S. Department of Transportation hazardous  materials transportation regulations and the International Air Transport Association (IATA) Dangerous Goods Regulations. Failure to  properly classify a shipment as hazardous materials or dangerous goods, including failure to accurately describe on the air waybill or shipping  document the hazardous or dangerous nature of the goods, will subject shipper to liability for all resulting penalties, fines, expenses, losses,  or damages whatsoever caused by, or in connection with the goods however arising. 

20. Temperature of Humidity Controlled Cargo. Except as agreed to in advance in writing by KYNTRX, the shipper shall not tender any cargo which requires temperature or humidity control. For all temperature controlled cargo accepted by KYNTRX in writing, the shipper  shall advise KYNTRX in writing of the particular temperature range to be maintained. For any perishable cargo transported under this contract, such cargo must be picked up immediately upon arrival. If perishable cargo is insufficiently addressed or marked or otherwise not  readily deliverable to consignee, KYNTRX may sell or otherwise dispose of the undeliverable cargo without any notice to the shipper,  consignee or owner and payment or tender of the net proceeds of any sale after deduction of charges and expenses shall be equivalent to  delivery of such cargo. All charges and expenses arising in connection with the sale or disposal of the cargo shall be the joint responsibility  of and paid by the shipper, consignee or owner. 

21. 21.1 Payment Terms. Shipper shall pay KYNTRX within 15 days of the invoice date unless otherwise agreed by KYNTRX in writing. All invoices not paid within 15 days of invoice date will be subject to a late fee charge of 1.5% per month, or the maximum  rate then allowable pursuant to applicable law. 

21.2 Collection Expenses. If it becomes necessary for KYNTRX to utilize a collection agency and/or an attorney to collect  any unpaid amount owed, then the shipper shall be obligated to pay the actual collection agency fees, attorney fees, litigation fees and other expenses, including but not limited to court costs, incurred by KYNTRX, regardless of whether litigation is actually filed. 

21.3 General Lien. KYNTRX shall have a general lien on any and all property (and documents relating thereto) within  its care, custody or control for all charges and expenses advanced by KYNTRX, including any charges due for prior unrelated shipments, invoices or services performed by KYNTRX. KYNTRX may refuse to surrender possession of the  cargo until all such charges are paid in full. If such amounts remain unpaid for 30 days after KYNTRX’s demand for  payment, KYNTRX may sell such property at public auction or private sale. The proceeds of such sale shall be applied to the amounts owed to KYNTRX, and any surplus shall be paid to the shipper. Shipper, consignee and owner shall remain  jointly responsible for any deficiency. 

22. Severability. If any provision of this contract shall be declared void, invalid or unenforceable by any court of law or  administrative agency, the remaining provisions of this contract shall to the extent permitted by such declaration, remain in full force and  effect as though the void, invalid or unenforceable provisions were never a provision of the Terms and Conditions. 

23. Use of KYNTRX Software. Shipper shall have a limited, personal, revocable, non-transferable and non-exclusive right to use KYNTRX  Software as set forth in this paragraph 23. KYNTRX shall make the KYNTRX Software available to shipper for the sole purpose of  allowing shipper to track and obtain information aboutshipments during transit and for a reasonable period of time after delivery has been made, and for no other purpose. Shipper agrees to only use the KYNTRX Software for the limited scope of use and purpose described  herein. Shipper further agrees to keep all passwords to the KYNTRX Software confidential and to limit its disclosure only to those  employees with a need-to- know and who are bound by written confidentiality obligations for such information. Shipper will not provide  its login or password to any third party and will not alter or remove any copyright notice or other proprietary rights that may appear in the KYNTRX Software. Shipper will not reproduce, copy, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the KYNTRX Software and will not challenge KYNTRX’s rights in the KYNTRX Software. The KYNTRX Software  shall at all times remain the sole and exclusive property of KYNTRX. KYNTRX reserves the right to terminate shipper’s password and its access to the KYNTRX Software, at its convenience without notice or cause. KYNTRX makes no warranties, whether express,  implied, or statutory regarding or relating to the KYNTRX Software. KYNTRX HEREBY DISCLAIMS ALL WARRANTIES OF ANY  KIND WITH RESPECT TO THE KYNTRX SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. KYNTRX will not be liable for any indirect, direct,  special or consequential losses or damages, including but not limited to, loss of business or lost profits. Shipper hereby releases, forever  discharges and hold KYNTRX harmless from and against all claims, actions, suit, proceedings, obligations, liabilities, losses, costs or expenses resulting from, related to or in connection with shipper’s access to or usage of KYNTRX Software or breach of this paragraph 23. As used herein, the term “KYNTRX Software” means KYNTRX’s shipping information system, including without limitation all translations (including translation into any other computer languages), conversions, partitions, corrections, additions, extensions,  enhancements, upgrades, improvements, modifications, compilations, abridgements, or other forms in which any portion thereof may be  recasted, transformed and/or adapted.

24. Logo/Trademark. Shipper shall not use KYNTRX’s name, logo, trademarks or trade names in publicity releases, promotional  material, customer lists, advertising, marketing or business-generating efforts, whether written or oral, without obtaining KYNTRX’s prior  written consent, which consent shall be given at KYNTRX’s sole discretion. 

25. GOVERNING LAW, VENUE, JURISDICTION. This contract and any act or contract to which they apply shall be governed and  interpreted by the laws of the State of Illinois, United States of America, without reference to its choice of law provisions. THE SHIPPER,  CONSIGNEE AND ANY OTHER PARTY BRINGING A CLAIM AGREE THAT ANY ALL LEGAL ACTIONS BROUGHT BY ANY  OF THEM REGARDING OR RELATING TO THESE TERMS AND CONDITIONS OR TO ANY TRANSPORTATION OF GOODS  ARRANGED OR SERVICES PERFORMED BY KYNTRX, SHALL EXCLUSIVELY BE SUBMITTED TO THE JURISDICTION OF A STATE OR FEDERAL COURT LOCATED IN COOK COUNTY, ILLINOIS, UNITED STATES OF AMERICA. The shipper, consignee and any other party bringing a claim hereby irrevocably consent to the personal and subject matter jurisdiction of the state and  federal courts of Cook County, Illinois, United States of America and waive all objections thereto. Where claims are not filed or suits are  not instituted within the foregoing provisions, such claims shall be deemed waived. 

26. Agreement to Contract. These terms and conditions of service constitute a legally binding contract. KYNTRX’s terms and conditions for Surface Transportation in North America and U.S. Air Transportation, terms and conditions for Ocean Shipments, warehousing services and services provided by KYNTRX Customers Brokerage, Inc. are provided separately from these Terms and Conditions and are  published at www.KYNTRXlogistics.com. These Terms And Conditions are subject to change by KYNTRX upon posting on KYNTRX’s website from time to time. The most current and controlling version of these Terms And Conditions are published at www.KYNTRXlogistics.com and may differ from the pre-printed terms obtained by Customer.